Merger Consideration Schedule. (a) Not later than five (5) Business Days prior to the Closing and after consultation with Parent, the Company shall deliver to Parent a schedule setting forth, as of the Effective Time, a calculation of the aggregate amount of the Merger Consideration calculated in accordance with Section 3.1 on the basis of the Estimated Tangible Book Value of each of the Company and Parent in the form substantially as set forth in Exhibit E (the “Merger Consideration Schedule”) and the Company’s calculation of the Exchange Ratio. If Parent disputes the Merger Consideration Schedule or such Exchange Ratio calculation (it being understood that the parties shall not have the right to dispute the Estimated Tangible Book Value calculated in accordance with Section 3.1(c)), then Parent shall within two (2) Business Days following receipt of the Merger Consideration Schedule, deliver a written notice to the Company of such dispute (the “Merger Consideration Dispute Notice”) setting forth in reasonable detail the basis for that dispute. Parent and the Company shall negotiate in good faith and shall resolve such dispute as promptly as practicable. If Parent does not deliver to the Company a Merger Consideration Dispute Notice within such two-day period, or when Parent and the Company resolve such dispute, the Merger Consideration Schedule and such Exchange Ratio shall be deemed to be conclusive and binding on the parties, subject to any adjustment pursuant to Section 3.13(c).
Merger Consideration Schedule. (a) The Company shall prepare and deliver to Parent, not later than two (2) Business Days prior to the Closing Date, a spreadsheet (the “Merger Consideration Schedule”), certified by the Chief Executive Officer of the Company, which shall set forth all of the following information, as of the Closing Date and immediately prior to the Effective Time:
Merger Consideration Schedule. On or prior to the Closing Date, FlowWise will furnish the Exchange Agent with a copy of a schedule (the "Merger Consideration Schedule"), substantially in the form attached hereto as Exhibit A, showing (a) the name and address of each of the Former Holders (other than holders of Dissenting Shares, if any), (b) the number of shares of FlowWise Capital Stock held by each Former Holder (other than holders of Dissenting Shares, if any) as of the Effective Time, (c) the amount of the Initial Merger Consideration payable to each Former Holder (other than holders of Dissenting Shares, if any) as the Effective Time, and (d) the amount of the Holdback Amount payable to each Former Holder (other than holders of Dissenting Shares, if any) upon the one (1) year anniversary of the Closing Date (the period from the Closing Date to such anniversary, the "Indemnification Period") (assuming no adjustment thereto), subject to Section 2.3(c) hereof.
Merger Consideration Schedule. The Company shall deliver to Parent and Merger Sub on the date hereof a schedule (i) setting forth the estimated payments to be made by Parent with respect to the Preferred Stock, Common Stock, In-the-Money Options and In-the-Money Warrants in accordance with the terms hereof and (ii) explaining how the respective amounts of such estimated payments were determined in accordance with the Company Charter (the “Merger Consideration Schedule”), which schedule shall be attached hereto as Section 2.7(j) of the Disclosure Schedule. The Merger Consideration Schedule shall also identify all Options and Warrants that have an exercise price that is less than the Common Per Share Amount (such Options and Warrants, “In-the-Money Options” and “In-the-Money Warrants,” respectively). The Merger Consideration Schedule shall be updated as provided in Section 2.12(e). The Company agrees that Parent and Merger Sub shall be entitled to rely on the Merger Consideration Schedule prepared by the Company in making payments under Section 2.8 hereof and that Parent and Merger Sub shall not be responsible for the calculations, the determinations regarding such calculations or the determinations regarding which Options and Warrants are In-the-Money, in such Merger Consideration Schedule.
Merger Consideration Schedule. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a Merger Consideration Schedule (the “Merger Consideration Schedule”), setting forth Company’s calculation of the allocation of the Closing Merger Consideration among the Company Securityholders, in addition to an electronic copy thereof in Microsoft Excel format. Parent shall be able to rely on, and shall have no liability to any party to this Agreement or to any Company Securityholder for any payment reflected on, the Merger Consideration Schedule. Notwithstanding the foregoing and notwithstanding anything set forth to the contrary in the Merger Consideration Schedule, Parent shall make all payments to Non-Accredited Securityholders in cash rather than Parent Common Stock. The Merger Consideration Schedule shall include:
Merger Consideration Schedule. (a) The Representative shall prepare and deliver to the Parent in accordance with this Section 5.04(a), the Merger Consideration Schedule, which shall be dated as of the Closing Date and be in the form attached hereto as Exhibit G. At least three (3) Business Days prior to the Closing, the Representative shall deliver to the Parent the Merger Consideration Schedule prepared in accordance with the applicable provisions of the Company LLC Agreement and this Agreement.
Merger Consideration Schedule. The Company has previously prepared and delivered to Parent prior to the date hereof in preliminary form attached hereto as Schedule 2.6(c), and not later than three (3) Business Days prior to the Closing Date shall prepare and deliver to Parent in final form, a statement (when delivered in its final form) setting forth the Company’s calculation of the following, together with appropriate supporting calculations and schedules, and other documentation reasonably requested by Parent, as of the Merger Effective Time (or the Calculation Time, as applicable) (the “Merger Consideration Schedule”):
Merger Consideration Schedule. Attached hereto as Schedule 3.1(b) is a schedule (the “Merger Consideration Schedule”) reflecting the amount of cash payable under Section 3.1 hereof to each holder of the Company Capital Stock (as of the date hereof in the Company’s transfer books) determined in accordance with the terms hereof, including the mailing address for each holder and specifying the amount to be paid to such holder upon the Closing. No later than two (2) business days prior to the Closing Date, Company shall deliver to Parent a revised Schedule 3.1(b); provided that (i) all changes to such schedule must be reasonably acceptable to Parent and (ii) in no event will any such changes increase the aggregate amount of Merger Consideration.
Merger Consideration Schedule. Seller shall have sole responsibility for allocation of the payments contemplated by this Article I among the Company Securityholders and shall deliver to the Exchange Agent and Buyer at the Closing a complete and correct schedule (the “Merger Consideration Schedule”) setting forth the name of and payment instructions for each Company Securityholder and the amount payable to each Company Securityholder pursuant to Section 1.11. Seller shall have sole responsibility for any inaccuracies in the Merger Consideration Schedule.
Merger Consideration Schedule. No later than five Business Days prior to the Closing, the Company shall deliver to Parent a schedule, duly certified by the Chief Financial Officer of the Company on behalf of the Company, setting forth, in each case to the extent then reasonably practicable: (i) the Indebtedness Amount, (ii) the amount of any Indebtedness Payments, (iii) the aggregate amount of all Transaction Expenses paid previously, or not paid on or prior to the Closing Date, and (iv) the resulting Merger Consideration, in each case determined in good faith as of immediately prior to the Closing. Parent shall have the right to review the Merger Consideration Schedule and the Company shall make available as Parent may reasonably request the Company’s books and records used in preparing the Merger Consideration Schedule. The Company and Parent shall use good faith efforts to resolve any disputes regarding the Merger Consideration Schedule and the calculation of the Merger Consideration prior to the Closing; provided, however, that the existence of any dispute regarding the Merger Consideration Schedule shall not delay or otherwise affect the Closing or the Merger Consideration for the purposes of Closing.
